DATALINK CORPORATION (NASDAQ:DTLK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
to the Agreement and Plan of Merger, dated as of November 16, 2016 (the “Merger Agreement”), by and among Insight Enterprises, Inc., a Delaware corporation (“Insight”), Reef Acquisition Co., a Minnesota corporation and wholly owned subsidiary of Insight (“Merger Sub”), and Datalink Corporation, a Minnesota corporation (“Datalink”), on January 6, 2017 (the “Closing Date”), Merger Sub was merged with and into Datalink (the “Merger”), with Datalink continuing as the surviving corporation and as a wholly owned subsidiary of Insight.
In the Merger, each share of common stock of Datalink (the “Datalink Common Stock”) that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) any shares of Datalink Common Stock owned by Insight, Merger Sub, or any direct or indirect wholly owned subsidiary of Insight or of Datalink immediately prior to the Effective Time and (ii) any shares of Datalink Common Stock with respect to which dissenter’s rights have been properly demanded and with respect to which Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act have been complied with (collectively, the “Excluded Shares”)) was converted, at the Effective Time, into the right to receive $11.25 in cash, without interest (the “Per Share Merger Consideration”).
As a result of the Merger, (i) each share of restricted stock of Datalink that was outstanding immediately prior to the Effective Time was cancelled in exchange for the Per Share Merger Consideration, (ii) each option to purchase a share of Datalink Common Stock to Datalink’s stock plans that was outstanding immediately prior to the Effective Time (whether vested or unvested) was cancelled in exchange for the difference between the Per Share Merger Consideration and the exercise price and (iii) each restricted stock unit (“RSU”) and performance stock unit (“PSU”) of Datalink that was outstanding or payable as of immediately prior to the Effective Time (whether vested or unvested) was cancelled at closing in exchange for a lump sum cash payment equal to the product of the number of shares of Datalink Common Stock subject to such RSU or PSU and the Per Share Merger Consideration.
The foregoing descriptions of the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosure regarding the Merger and the Merger Agreement set forth under Item 5.01 of this Current Report on Form 8-K is incorporated by reference to this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, Datalink notified the NASDAQ Stock Exchange (the “NASDAQ”) that the Merger had been completed and requested that trading of Datalink Common Stock be delisted from NASDAQ. Datalink also requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with respect to the delisting of Datalink Common Stock from NASDAQ. Datalink intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as promptly as practicable.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Datalink Common Stock (other than any Excluded Shares) were automatically cancelled and converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all holders of Datalink Common Stock (other than any Excluded Shares) ceased to have any rights with respect thereto other than the right to receive such consideration.
The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, a change in control of Datalink occurred, and Datalink is now a wholly owned subsidiary of Insight.
